SEC Commences Expanded Nonpublic Review of Registration Statements

July 19, 2017

The U.S. Securities and Exchange Commission recently announced an expansion of nonpublic review of draft registration statements for initial public offerings, initial registrations of classes of securities under Section 12(b) of the Exchange Act and follow-on offerings made within twelve months of IPOs and initial Exchange Act registrations.


  • Starting on July 10, 2017, all issuers (except issuers of asset-backed securities) may voluntarily file draft registration statements with the SEC for nonpublic review.
  • Nonpublic review will be available for IPOs, initial Exchange Act registrations, and in the twelve months following an IPO or initial Exchange Act registration.
  • Nonpublic review will be granted for the initial submission and any revisions, except in the case of follow-on offerings, where any revisions will have to be made in public filings following established practice.
  • All materials that receive nonpublic review will eventually need to be filed publicly.
  • Requests for confidential treatment under Rule 83 are still recommended.

Read "SEC Commences Expanded Nonpublic Review of Registration Statements."